MAster service agreement(the "Agreement")
This SERVICE AGREEMENT (the “Agreement”) is by and between Worldplay (Canada) Inc., an Alberta corporation with its principal place of business at 100, 6131 6 Street SE, Calgary, AB, Canada T2H 1L9 (“Worldplay”), and the entity or individual (“Licensee”) identified in the Statement of Work executed by Worldplay and Licensee or identified in connection with the Wordplay Account Registration Process in each case, a “Statement of Work”, and governs Licensee’s use, and Worldplay’s provision of the Worldplay Service. Each Statement of Work, is subject to this Agreement and is incorporated herein by reference. Worldplay reserves the right to change this Agreement from time to time without notice by posting those changes to this webpage (https://www.worldplaynetworks.com/wsa/). If you are an individual and are entering this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to all of the terms and conditions of this Agreement. The Agreement together with any Statement of Work or attachment hereto, is made as of the date of execution of the Statement of Work (the “Effective Date”) and comprises the entire agreement. Worldplay and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Worldplay and Licensee, intending to be legally bound, hereby agree as follows:
The purpose of this Agreement is to establish the terms and conditions by which the Licensee will utilize Worldplays Hosted and Professional Services (the “Services”). As more specifically provided below, the parties intend that the Licensee will market and promote single or multiple events (the “Event”) to multiple end-user clients (the “Customers“) using Worldplay’s Services thereby creating local content (the “Content”).
2. GRANT OF LICENSES
In order for the Licensee to perform its obligations under this Agreement, it is necessary for Worldplay to grant to the Licensee the following rights (the “Licenses“), each of which is limited, non-exclusive and non-transferable:
a. Marketing License
Worldplay grants a license to market and promote the Event hosted on Worldplay’s LocalSports.Live website, or other approved Worldplay website to Customers who, in turn, must enter into a purchase agreement with the Worldplay through a standard order process to obtain any rights to view the Event. Worldplay will act as the prime account interface for Customers.
3. RESPONSIBILITIES OF LICENSEE
a. Customer Relationships
The Licensee will be solely responsible for identifying new Customers best positioned to purchase the Event and use reasonable commercial efforts to promote the Event to ensure success.
b. Protection of Proprietary Rights
The Licensee will take all reasonable steps necessary or desirable to protect Worldplay’s proprietary rights, and will cooperate with Worldplay in protecting such rights.
c. Third Parties
Worldplay is providing its software and professional services to the Licensee to market and promote the Event because the Licensee has represented to Worldplay that it has sufficient ability and expertise to properly carry out its duties under this Agreement. Without the prior written consent of Worldplay, the Licensee will not engage any person or entity other than its own employees to carry out any of its duties under this Agreement. Worldplay may condition its consent on, among other things, the execution of such third parties of such licenses, nondisclosure agreements and other agreements as Worldplay may reasonably require in order to adequately protect its rights.
d. Compliance with Laws
The Licensee will not employ illegal or unethical practices in promoting and marketing the Event hereunder nor make any promises in respect of the services offered by Worldplay that are not authorized by Worldplay. The Licensee shall comply with all applicable laws and regulations in connection with its performance of this Agreement. If the Licensee learns that any provision of this Agreement is unenforceable or illegal in any jurisdiction, it will promptly inform Worldplay of such fact.
Licensee has the obligation to ensure that it has the legal rights to broadcast the Event, and all associated rights there to. Licensee must not submit to the Service any Content that does not comply with this Agreement or the law. For example, the Content you submit must not include third-party intellectual property (such as copyrighted material) unless Licensee has permission from that party or are otherwise legally entitled to do so. Licensee is legally responsible for the Content submitted to the Service. Worldplay may use automated systems that analyze the Content to help detect infringement and abuse, such as spam, malware, and illegal content. Licensee represent that it owns or possesses all rights necessary to perform this Agreement, and that Licensee upload does not violate any third party rights.
e. Rights to Grant
Licensee retains ownership rights to the Content. However, by providing Content to the Event, Licensee grants to Worldplay a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use that Content (including to reproduce, distribute, prepare derivative works, display and perform it) in connection with the Event Service, including for the purpose of promoting and redistributing part or all of the Event. Licensee also grants to Worldplay the irrevocable, perpetual, worldwide right and license to use the image of all participants that appear in the Content.
f. Marketing Materials; Use of Marks
All promotional, marketing and packaging materials for the Event used by the Licensee (other than materials provided by Worldplay) must be submitted to Worldplay for its written approval prior to i) being distributed to new Customers or ii) any other public dissemination. The Licensee agrees that all promotional, marketing and packaging materials will prominently feature the words “LocalSports.Live” and/or such other names or marks as Worldplay may require. The Licensee has no right to use Worldplay’s name or marks without Worldplay’s prior written approval. Licensee acknowledges that Worldplay’s name and marks are and remain the exclusive property of Worldplay. Nothing in this Agreement will give the Licensee any right, title or interest in any of Worldplay’s name or marks.
4. REVENUE SHARE
Managed Service and Event Fees
In consideration for the Licensees marketing services and providing the Content, the Licensee shall be entitled to receive payment from Worldplay for each new Customer gained by Worldplay before, during and after the Event Date (the “Revenue Share Payment”). The Revenue Share Payment shall be calculated on a percentage (%) of Gross Revenues. The Licensees percentage(%) will be detailed in the Statement of Work. For the purpose of this section, “Gross Revenue” shall mean all Fees collected from such new Customers from the Event. Any Revenue Share Payment is subject to a minimum charge provision as referenced in the Statement of Work.
Worldplay shall be responsible for collecting and paying the Revenue Share Payment to the Licensee. Worldplay shall provide a statement of revenues for such new Customers within thirty (30) calendar days after the Event Date in which any Revenue Share Payment is payable to the Licensee. Worldplay agrees to pay the Licensee the Revenue Share Payment within sixty (60) days after the close of a month in which any Revenue Share Payment is payable to the Licensee.
Unless otherwise expressly provided herein, each party shall bear its own expenses in relation with this Agreement and the marketing and sale of the Event.
Worldplay will keep accurate books and records in reasonable detail regarding Gross Revenue of the Event. The Licensee has the right to audit such books and records at its sole expense. Such audit rights are limited to once per year unless Worldplay is in default under this Agreement.
5. NO RIGHT TO BIND
It is expressly agreed and understood between Worldplay and the Licensee that the Licensee, in entering into this Agreement and carrying out its obligations hereunder, is an independent contractor working for itself and is not, will not be deemed to be and will not hold itself out as an agent, representative or employee of Worldplay. The Licensee is not granted any right or authority to assume or to create any obligation, liability or responsibility, express or implied, on behalf of or in the name of Worldplay, to bind Worldplay in any manner to any contractual or other undertaking whatsoever or to accept payment from any party of any obligation owing to Worldplay. The Licensee is responsible for all costs it incurs in performing its obligations under this Agreement, and Worldplay has no liability for any debts or other obligations which Licensee may incur in rendering such performance, except as expressly stated herein.
The Licensee has no right to bind Worldplay to any contract, specific terms or pricing. All Customers are required to negotiate and finalize all contractual terms for the Software with Worldplay pursuant to an executed SOW.
Worldplay is in no way liable to the Licensee or any Customer for any failure or delay of Worldplay in supplying or delivering any Service or any maintenance, support or other services.
Worldplay warrants that the Service is original and owned by Worldplay or Worldplay has acquired legally valid rights, title or interest in the Service to perform under this Agreement.
b. Limited Remedy
The Licnesee’s sole and exclusive remedy for breach of the foregoing warranty shall be either replacement of the defective materials or, at Worldplay’s sole discretion, (i) repair or replacement of the nonconforming Service(s) or (ii) a refund of the amounts paid for the nonconforming Services(s). The Licensee must provide a reasonable opportunity to Worldplay to cure any breach.
c. No Implied Warranties
The warranties in Section 7 of this Agreement are in lieu of all other warranties or conditions, whether express, implied or statutory, arising out of a course of dealing or usage of trade or otherwise, including but not limited to any implied warranties or conditions of merchantability, merchantable quality, fitness or adequacy for a particular purpose or use, quality, productiveness, capacity, or that the operation of the Service provided by Worldplay will be error-free or that it will be fit for the Customer’s specific purpose. No oral or written information or advice given by Worldplay, its directors, officers, employees or anyone else who has been involved in the creation, production, supply, or delivery of the Service, will create a warranty or in any way increase the scope of these warranties and Licensee may not rely on such information or advice. Some jurisdictions do not allow the exclusion of implied warranties so the above exclusion may not apply to Licensee. This Section 7 will survive the termination of this Agreement.
Each party agrees to indemnify and hold harmless the other party against any suit, claim or proceeding brought against the other party for damages that are proven to result from the indemnifying party’s fault.
Under no circumstances will either party, their licensors, Licensees, or related persons be liable for any consequential, indirect, special, punitive or incidental damages, or lost profits, whether foreseeable or unforeseeable, (including, but not limited to, claims for loss of data, goodwill, use of money or use of the Software and services, interruption in use or availability of data, stoppage of other work or impairment of other assets), arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, strict liability in tort or otherwise. In no event shall either party’s maximum liability under this Agreement exceed the amounts actually paid by Worldplay to the Licensee pursuant to this Agreement during the twelve (12) months preceding the event giving rise to any liability.
9. NON SOLICITATION; CONFIDENTIALITY
a. Non Solicitation
During the term of this Agreement, and for a period of one (1) year following the termination of this Agreement, neither party will induce or attempt to induce (i) any customer or supplier of the other party to reduce the business done by such customer or supplier with the other party or (ii) any employee, consultant, sales representative or distributor of the other party to leave the employ of, or otherwise terminate its relationship with, the other party.
The Licensee acknowledges that, in the course of performing its obligations under this Agreement, certain Confidential Information (as defined below) may be disclosed to it, and agrees that it will not, except as otherwise specifically contemplated by this Agreement, disclose to any person or entity or use for its own benefit any such Confidential Information. “Confidential Information” means all information concerning or related to the business, operations, financial condition or prospects of Worldplay, regardless of the form in which such information appears and whether or not such information has been reduced to tangible form, and specifically includes: (i) all information regarding the officers, directors, employees, equity holders, customers, suppliers, distributors, sales representatives, and licensees of Worldplay, in each case whether present or prospective; (ii) all inventions, discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how of Worldplay; and (iii) all financial statements, audit reports, budgets and business plans or forecasts of Worldplay. Confidential Information does not include information, which is or becomes generally known to the public through no act or omission of the Licensee or information, which is lawfully obtained by the Licensee from a source other than Worldplay, so long as such source has no obligation of confidentiality to Worldplay.
c. Injunctive Relief and Reformation
The parties acknowledge that each other would be irreparably damaged if any of the provisions of this Section are not performed by them in accordance with their specific terms. Accordingly, the other party is entitled to an injunction or injunctions to prevent breaches of this Section by the other party and has the right to specifically enforce this Section against the other party in addition to any other remedy to which it may be entitled at law or in equity. If any court determines that the restraints provided in this Section are too broad as to time and subject matter, the time or subject matter may be reduced to whatever extent the court deems reasonable and appropriate, and the covenants contained in this Section will be enforced as to such reduced time or subject matter. The obligations of each of the parties under this Section will survive any termination of this Agreement.
10. INTELLECTUAL PROPERTY
All right and title in and to the Software and the Documentation, all know-how, methodologies, improvements and modifications associated with any of the foregoing and all trade names, trademarks and service marks used by Worldplay in connection with any of the foregoing (collectively, the “Intellectual Property“) are owned by Worldplay or its Licensee s. The Intellectual Property is protected by intellectual property laws and international treaty provisions. This Agreement in no way entitles the Licensee to claim any ownership interest or other proprietary right in the Intellectual Property and, except as otherwise expressly set forth in this Agreement, the Licensee may not copy or otherwise use the Intellectual Property. The Licensee will not dispute or contest, for any reason whatsoever, during the term of this Agreement or thereafter, the validity, ownership or enforceability of any of the Intellectual Property, nor attempt to acquire or damage the value of the goodwill associated with any of the Intellectual Property.
11. TERM AND TERMINATION
The term of this Agreement commences on the date hereof and will continue indefinitely until terminated as provided below. All termination notices will be sent by email, registered or certified mail, return receipt requested, or by applicable overnight delivery service, and will be effective upon delivery (or upon the recipient refusing delivery), as set forth in the records of the party delivering the same.
a. By Either Party
Either party has the right to terminate this Agreement for any reason on 30 days’ prior written notice to the other to such effect.
b. By Company
Worldplay has the right to terminate this Agreement immediately upon written notice to the Licensee to such effect if the Licensee fails to perform or observe any material obligation of the Licensee under this Agreement and such failure is not cured within 3 days after notice of the same from Worldplay.
c. By Licensee
The Licensee has the right to terminate this Agreement immediately upon written notice to Worldplay to such effect if Worldplay fails to perform or observe any material obligation of Worldplay under this Agreement and such failure is not cured within 14 days after written notice of the same from the Licensee.
d. Bankruptcy, etc.
This Agreement will automatically terminate if:
- a proceeding is instituted against the Licensee seeking a declaration that the Licensee is insolvent, or seeking dissolution, winding-up, charter revocation or forfeiture, liquidation, reorganization, arrangement, adjustment, composition or other similar relief with respect to the Licensee, its assets or its debts under any law relating to bankruptcy, insolvency, relief of debtors, protection of creditors, termination of legal entities or other similar law, or seeking appointment of a receiver, trustee, custodian, liquidator, or other similar official for the Licensee or any substantial portion of its assets, and such proceeding remains undismissed or unstayed for a period of 30 consecutive days; or
- the Licensee makes a voluntary assignment for the benefit of creditors, institutes a proceeding or appointment described in clause (i) above or consents to any proceeding or appointment described in clause (i) above.
e. Return of Materials
Upon any termination of this Agreement, the Licensee will (a) promptly return to Worldplay all Intellectual Property and Confidential Information which is in the Licensee’s possession and (b) be deemed to have transferred back to Worldplay all rights in the Intellectual Property and Confidential Information it may possess pursuant to this Agreement or otherwise.
The Licensee will not assign, pledge or otherwise transfer any of its rights, interest or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Worldplay. Worldplay has the right to assign its rights and obligations under this Agreement to any transferee of its rights in the Software. Notwithstanding the foregoing, the Licensee may assign this Agreement to any successor of all or substantially all of its assets and business, upon written consent by Worldplay, which will not be unreasonably withheld.
13. VENUE FOR DISPUTE RESOLUTION
The parties agree that any dispute arising out of this Agreement that cannot be resolved will be submitted to any court sitting in Calgary, Alberta, Canada, and each of them hereby submit to the jurisdiction of such courts for such purpose.
Any notices or other communications required or permitted under this Agreement are to be sent to the addresses of the parties set forth on the signature page or to such other addresses as either party may inform the other upon five days’ prior written notice.
This Agreement (i) constitutes a binding agreement between the Parties; (ii) represents the Service agreement between the Parties and supersedes all prior Service agreements, conversations, negotiations, understandings, term sheets, letters of intent, and confidentiality agreements relating to the subject matter contained herein, including any preprinted terms on any ordering documents; (iii) will be governed by, and construed and enforced in accordance with, the laws of Canada and the province of Alberta; (iv) have headings and sections for convenience of reading only and may not be used for interpretative purposes; and (v) are binding upon, and will enure to the benefit of, the parties and their respective successors and permitted assigns.
This Agreement shall come into effect between the Parties only upon execution of a Statement of Work by both Parties.
The provisions of Sections 7, 8, 9 and 15 shall survive the expiration or earlier termination of this Agreement.
Last Update:May 11, 2022
- Multi event update
- Revenue Share Payment moved to Statement of Work
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